tkc - There isn't anyone on Wave's Board getting voted off this year unless the other Board members do it or someone was submitted for nomination before 12/31/2013. Wave's BOD passed an amendment to the By-Laws in May 2013 requiring an Advance Notice procedure for nominations to the Board which must be done before 12/31 of the previous year. Also, remember Bagley getting ~22M votes against and ~16M votes for in last year's voting and staying on the Board because of the By-Laws stating the top 5 vote getters are elected when only 5 were voted on?
Restated Certificate of Incorporation and Restated By-laws
Wave’s Restated By-laws provide for an advance notice procedure for stockholder proposals to be considered at annual meetings of stockholders, such as the nomination, other than by or at the direction of Wave’s board of directors, of candidates for election as directors. In addition, under Wave’s Restated By-laws newly created directorships resulting from any increase in the number of directors (which may be undertaken by action of a majority of the board of directors) or any vacancies in the board of directors resulting from death, resignation, removal (which may be undertaken by action of a majority of the board of directors) or otherwise, may be filled by the remaining director or directors. Provisions of Wave’s Restated By-laws may be amended by the board of directors without the approval of Wave’s shareholders. Wave’s Restated Certificate of Incorporation provides that Wave’s board of directors may provide for the issuance of preferred stock in one or more series with distinctive serial designations, rights, preferences, and limitations of the shares of each such series as the board of directors determines. Wave’s board of directors could designate and issue preferred stock in a manner that could adversely affect voting or other rights of Wave’s common stock. As described above, shares of Wave’s Class B common Stock have special voting rights with respect to mergers and certain other transactions that could result in a change in control of Wave. The foregoing provisions could be used to deter or delay certain transactions involving an actual or potential change in control of Wave.
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